Sec Form 4 Filing - Deer VI & Co. LLC @ LIFELOCK, INC. - 2014-09-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Deer VI & Co. LLC 2. Issuer Name and Ticker or Trading Symbol LIFELOCK, INC. [ LOCK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2014 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/02/2014 X( 1 ) 83,333 ( 1 ) A $ 4.5 ( 1 ) 10,462,574 ( 1 ) I See Footnotes ( 5 ) ( 6 ) Common Stock 09/02/2014 S 83,333 ( 2 ) D $ 14.785 ( 4 ) 10,379,241 ( 3 ) I See Footnotes ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expira tion Date Title Amount or Number of Shares Common Stock Warrant (Right to Buy) $ 4.5 ( 1 ) 09/02/2014 X 83,333 ( 1 ) ( 7 ) 12/19/2007 ( 8 ) Common Stock 83,333 ( 7 ) $ 0 0 I See Footnotes ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X X Signatures /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC 09/04/2014 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 09/04/2014 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI L.P. 09/04/2014 Signature of Reporting Person Date /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co., LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 09/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 2, 2014, Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co") and Bessemer Venture Partners VI Institutional L.P. ("BVP VI Inst" and, collectively with BVP VI and BVP VI Co, the "Funds") exercised warrants to purchase shares of common stock (the "Shares") from the Issuer at a price of $4.50 per share (the "Common Stock Warrants"). Upon exercise, BVP VI, BVP Co and BVP VI Inst acquired 61,562, 20,729 and 1,042 Shares respectively. After the exercise, BVP VI held 7,838,469 Shares, BVP Co held 2,537,519 Shares, and BVP VI Inst held 86,586 Shares. ( 2 )On September 2, 2014, BVP VI sold 62,439 Shares, BVP Co sold 20,207 Shares, and BVP VI Inst sold 687 Shares. ( 3 )As result of the reported transactions, BVP VI now holds 7,776,030 Shares, BVP Co holds 2,517,312 Shares, and BVP VI Inst holds 85,899 Shares. ( 4 )The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the Reported Transaction ranged from $14.715 to $14.885. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. ( 5 )Deer VI & Co., LLC is the general partner of the Funds. Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as an admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. ( 6 )David Cowan, an executive manager of Deer VI, serves as the representative of BVP VI, BVP Co, BVP VI Inst, and Deer VI on the Issuer's board of directors. ( 7 )BVP VI held a Common Stock Warrant to purchase 61,562 Shares. BVP Co-Investment held a Common Stock Warrant to purchase 20,729 Shares. BVP Institutional held a Common Stock Warrant to purchase 1,042 Shares. ( 8 )The earlier of (a) December 19, 2014, or (b) the sale, conveyance or disposal of all or substantially all of the Issuer's property or business or the Issuer's merger with or into or consolidation with any other corporation (other than a wholly owned subsidiary of the Issuer) or any other transaction or series of related transactions in which more than 50% of the voting power of the Issuer is disposed of, provided that the consideration received by the Funds is entirely in the form of cash and provided further that the foregoing shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Issuer or to any equity financing in which the Issuer is the surviving corporation.

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